Debris Optics Application
End User License Agreement (EULA)

Debris Optics is licensed to you as the End User (“End User”) by Volkert, Inc., having its primary office at 11 N. Water Street, Suite 18260, Mobile, Alabama (“Licensor” or “Volkert”), for use only under the terms of this End User License Agreement (“License Agreement”). Please read this document and the associated Terms of Use, which are also provided to the End User upon opening the application, ("Terms of Use") carefully before using the Debris Optics mobile application (the "App").

The terms of this License Agreement and the associated Terms of Use shall be referred to herein, individually and collectively, as the “Terms”.

By downloading the App from either Google’s software distribution platform (the “Play Store”) or Apple’s software distribution platform (the “App Store”), and/or by subsequently downloading any update to the App as such may be provided by Licensor from time to time, or by accessing, or using the App, End User agrees to be bound by the Terms as set forth in both documents. If you do not agree to the provided Terms, do not use the App.

The App is licensed to the End User for use only as set forth under the terms of this License Agreement and Licensor reserves all rights not expressly granted to the EndUser hereby.

1.1 The App is intended to assist corporate users, partners, contractors, and other authorized individuals or entities in the monitoring, documenting, and managing of debris within designated areas. Use of the App is strictly limited to the authorized purposes defined by Licensor.

This App is not held out as being tailored to comply with any industry-specific laws and/or regulations. If End User’s usage and/or interactions would be subject to such laws End User agrees to assume sole liability for ensuring it’s usages comply with any laws or regulations applicable to its work. This App may not be used in any way that would violate the law.

2.1 The End User is provided hereby with a non-transferable, non-exclusive, nonsublicensable license to install and use the App on such devices as may be permitted by the Terms of Use.

2.2 Licensor reserves the right to modify the terms and conditions of this Licensing Agreement and/or the Terms of Use, such modifications to be effectuated in a written, dated update to the relevant document as set forth in Section 7 herein.

2.3 The scope of license provided hereunder will also govern any updates to the App or this License Agreement, unless a separate license is provided by Licensor in conjunction with any such update, in which case the terms and conditions set forth in the new license will govern usage occurring from the date of their issuance forward.

2.4 End User may not share the App or make it available to third parties unless, and only to the degree, such may be allowed by the Terms of Use and with Licensor’s prior written consent. End User may not, at any time, sell, rent, lend, lease, or otherwise allow redistribution of the App.

2.5 User Eligibility

• 5.5.1 The App is available to:
  • 2.5.1.1 Employees, contractors, partners, or agents authorized by Volkert.
  • 2.5.1.2 External users (e.g., subcontractors, vendors, or stakeholders) where such are specifically approved by Volkert or its affiliates.
• 5.5.2 Unauthorized access or use is strictly prohibited.
• 5.5.3 By using the App, End User confirms that it has received authorization to do so and agrees to the terms of this License Agreement and the Terms of Use.

2.5 User Responsibilities

• 2.6.1 When using the App, End User agrees to:
  • 2.6.1.1 Use the App only for its intended purposes, as defined in this Licensing Agreement.
  • 2.6.1.2 Comply with all applicable laws, regulations, and corporate policies provided by Volkert and as may be standard to the App’s intended usage.
  • 2.6.1.3 Protect login credentials and access information and not share such items of information with unauthorized parties.
  • 2.6.1.4 Accurately and responsibly collect, upload, or process information using the App.
  • 2.6.1.5 Report any misuse or security breach immediately by email to itsecurity@volkert.com
  • 2.6.1.6 Report any technical issue immediately by email to support@volkert.com
  • 2.6.1.7 Inspect the App before use and notify Licensor of any issues or defects discovered immediately at the email provided under Contact Information herein.

2.7 End User acknowledges that full responsibility for the correct usage of the App and the device onto which is it loaded, as well as for the accurate entering of any data End User may input into the App, lies solely with the End User. End User further acknowledges that glitches, outages, and other technical difficulties are an inherent risk in the use of any software for the gathering and storage of data. As such, Licensor shall bear no responsibility to End User or any third-party for any inability to access data or the App itself due to such causes, nor any injury that may be found to result therefrom.

3.1 End User acknowledges that Licensor will be able to access certain App content and End User-related information, and that Licensor may periodically collect and use technical data and related information about End User’s device, system, App software and usage in conjunction with efforts to improve the performance of the App for its intended purpose or otherwise in accordance with realization of that purpose.

3.2 Licensor’s use of such material shall be subject to Licensor’s Privacy Policy, which is available at https://volkert.com/privacy-policy/.

3.3 The App may collect the following data for operational purposes:

• 3.3.1 Geolocation data;
• 3.3.2 Images, videos, or audio recordings; and
• 3.3.3 End User’s inputs, timestamps, and metadata related to debris monitoring activities.

3.4 End User consents to the collection, use, and processing of such data as described in the Privacy Policy

3.5 Non-employees using the App may be subject to additional privacy agreements or policies depending on their relationship with Licensor.

4.1 The App, including its software, design, logos, and content, is the property of Licensor and is protected under intellectual property laws. Any unauthorized use of logos, design features, content arrangement or content, etc. may constitute copyright infringement.

4.2 As noted herein, the End User is granted a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the App solely for purposes approved by Licensor.

4.3 End User may not modify, copy, reverse-engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works from or updates of, adapt, or attempt to derive the source code of the App or any part of the App, except where Licensor may provide express prior written consent for such efforts.

4.4 Except where otherwise expressly authorized under the Terms, the End User is forbidden from copying or altering the App or any portion of the App in any way, and the End User may not distribute the App without prior written consent. End User shall only be allowed to create and store copies for back-up purposes on devices owned or controlled by End User, and End User may not, at any time, remove any intellectual property notices from such copies. End User agrees that no unauthorized third parties will be provided access to the App or such copies as may be made in accordance with this section and, if End User sells or otherwise transfers control of its device to a third party, End User agrees to remove the App from the device before doing so. End User shall be liable for any damages resulting from its failure to comply with the terms of this section.

4.5 End User acknowledges that violations of any obligations set out in this section, or the attempt to perpetrate such infringement, may be subject to prosecution at the discretion of the Licensor and may result in the award of damages.

4.6 End User acknowledges that it has no rights of creation or ownership in any data which it may enter into the App as part of any data collection duties assigned by Volkert or other authorized entities. In accordance with the intended purpose of the App, all data input by End User shall be, at all times and in all forms, fully available to Licensor to use at its discretion, subject to Licensor’s obligations under the Privacy Policy.

5.1 End User agrees that at no time will it:

• 5.1.1 Use the App for personal, illegal, or unauthorized purposes
• 5.1.2 Upload content that it knows or believes to be inaccurate or inappropriate to the intended usage or that it has not validated in accordance with the terms of its standard of care, in so far as such may be applicable thereto.
• 5.1.3 Interfere with the App’s security, operations, or access of other users.

6.1 Licensor reserves the right to make changes or modifications to the App itself or to the Terms as deemed necessary to improve functionality, add features, address security concerns, or as it may otherwise deem appropriate in its sole discretion. Changes to the Terms will be communicated through the updating of the “Last Updated” date on the Terms, and End User waives any right to receive specific notice of each such change.

6.2 End User acknowledges its responsibility to periodically review the Terms to stay informed as to the implementation and nature of any updates. Continued use of the App by End User after the posting date of such modifications shall be deemed sufficient to indicate User’s awareness of and acceptance of any changes which may be made through such revisions.

6.3 Volkert is under no obligation to update any information on the App or its Services, and Volkert will not be liable to the User, or any third party for any modification, interruption, or discontinuation of the App or its Services.

7.1 This App requires a minimum firmware version no more than two versions removed from the current release. End User acknowledges that Licensor recommends using the latest version of firmware.

7.2 It is EndUser’s responsibility to confirm and determine that the device on which End User intends to use the App satisfies the technical specifications in 7.1 above to ensure proper operation.

7.3 Licensor reserves the right to modify the technical specifications as it deems appropriate for the effective use of the App for the intended purpose.

8.1 THE LICENSE PROVIDED HEREUNDER, AS WELL AS THE APP AND ITS SERVICES, ARE PROVIDED “AS-IS’ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LICENSOR MAKES NO WARRANTY THAT THE APP AND ITS SERVICES WILL MEET THE END USER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

8.2 LICENSOR ASSUMES NO LIABILITY FOR THE EFFECTS OF ANY FAILURE OF SERVICES OR HARDWARE MALFUNCTION WHICH MAY IMPACT THE APP OR ITS SERVICES AT ANY TIME. NEITHER DOES LICENSOR MAKE ANY WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT THEREIN.

8.3 TO THE EXTENT PERMITTED BY LAW, LICENSOR EXPRESSLY DISCLAIMS LIABILITY AND RESPONSIBILITY FOR ERRORS, MISTAKES, OR INACCURACIES OF CONTENT WITHIN THE APP; PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND RESULTING FROM END USER’S ACCESS OF THE APP OR USE OF ITS SERVICES; ANY INTERRUPTIONS OF SERVICES OR UNAUTHORIZED ACCESS OF INFORMATION STORED IN OR UPLOADED TO OR FROM THE APP; ANY VIRUSES, TROJAN HORSES, OR SIMILAR WHICH MAY TRANSMITTED THROUGH THE APP BY ANY THIRD-PARTY; OR ANY OTHER LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USE OF THE APP OR ITS SERVICES OR ANY DATA OR CONTENT POSTED, UPLOADED, TRANSMITTED, TRANSFERRED, OR OTHERWISE MADE AVAILABLE BY VIRTUE OF END USER’S USE OF THE APP AND ITS SERVICES.

8.4 END USER ACCEPTS ALL RISK ARISING OUT OF USE OF THE APP AND ITS SERVICES.

9.1 TO THE EXTENT PERMITTED BY LAW, LICENSOR AND ITS EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS SHALL NOT BE HELD LIABLE TO END USER OR ANY THIRD PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, DATA LOSS, OR OPERATIONAL ISSUES RESULTING FROM THE USE OF OR INABILITY TO USE THE APP.

9.2 WITHOUT LIMITING THE FOREGOING, NEITHER LICENSOR, NOR ANY PARTY INVOLVED IN DEVELOPING, PRODUCING, DELIVERING, OR MAINTAINING THE APP AND ITS SERVICES SHALL BE LIABLE FOR ANY PERSONAL INJURY; INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS; LOSS OF DATA OR GOOD WILL; SERVICE INTERRUPTION; COMPUTER DAMAGE OR SYSTEM FAILURE; OR ANY COST FOR SUBSTITUTE SERVICES WHICH MAY ARISE OUT OF OR IN CONNECTION WITH USE OF (OR INABILITY TO ACCESS OR USE) THE APP AND ITS SERVICES OR IN CONNECTION WITH THE TERMS, REGARDLESS OF WHAT LEGAL THEORY (SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, CLAIMS IN WARRANTY, CONTRACT, TORT/NEGLIGENCE, PRODUCT LIABILITY, ETC.) UNDER WHICH SUCH CLAIMS MAY BE MADE.

9.3 TO THE EXTENT PERMITTED BY LAW, LICENSOR’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE APP AND ITS SERVICES OR THE TERMS EXCEED THE AMOUNT, IF ANY, THE END USER HAS PAID TO LICENSOR FOR USE OF THE APP AND ITS SERVICES OR, IF END USER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO LICENSOR IN ASSOCIATION WITH THE USE OF THE APP, THEN ONE HUNDRED DOLLARS ($100).

9.4 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND END USER UNDER THESE TERMS.

9.5 IF END USER IS A NON-EMPLOYEE USER (NOT AN EMPLOYEE OF LICENSOR), END USER AGREES TO BE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ANY ADDITIONAL TERMS OR OBLIGATIONS ARISING FROM END USER’S RELATIONSHIP WITH LICENSOR OR THAT OF THE ENTITY IT REPRESENTS IN THE USE OF THE APP AND ITS SERVICES.

10.1 END USER HEREBY ACKNOWLEDGES ITS OBLIGATION TO DEFEND, INDEMNIFY, AND HOLD LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, DEMANDS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE APP, WHETHER SUCH CLAIMS MAY ARISE OUT OF END USER’S IMPROPER INSTALLATION, MODIFICATION, OR DISTRIBUTION OF THE APP OR OUT OF ITS REGULAR USE OF THE APP IN THE COURSE OF BUSINESS, OR OTHERWISE, EXCEPT TO THE EXTENT SUCH CLAIMS ARISE FROM LICENSOR’S INTENTIONAL MISCONDUCT.

11.1 The license provided by this License Agreement is and shall remain valid until terminated by the Licensor or the End User.

11.2 Licensor may suspend or terminate access to the App for any user at any time for:

• 11.2.1 Violations of any of the terms of this License Agreement or the Terms of Use
• 11.2.2 Misuse, unauthorized access, or any other breach.
• 11.2.3 Any other reasonable grounds as determined in Licensor’s sole discretion.

11.3 Without the need for notice of any kind from Licensor, End User’s rights under this license will terminate automatically if End User fails to comply with any of the Terms.

11.4 Upon termination of the License contemplated hereunder, End User shall immediately stop all use of the App and consult with Licensor at support@volkert.com regarding the proper disposition of any data in its possession before deleting or destroying any copies of the App in End User’s possession.

12.1 These Terms are governed by and construed in accordance with the laws of the State of Alabama. Any disputes arising under these Terms will be subject to the exclusive jurisdiction of the courts in the Thirteenth Judicial Circuit, Mobile County, Alabama.

13.1 In any dispute, controversy, or claim related to the Terms or the license granted hereby brought by either User or Volkert (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate the dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations will be deemed to have commenced upon written notice of dispute from one Party to the other.

13.2 If the Parties are unable to resolve said dispute through informal negotiations, the dispute will be finally and exclusively resolved through binding arbitration. USER AND VOLKERT BOTH HEREBY WAIVE ANY RIGHT THEY MIGHT OTHERWISE HAVE TO A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. The Parties’ arbitration fees and share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Mobile County, Alabama.

13.3 The Parties agree that any arbitration shall be limited to the dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a classaction basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

13.1 If, after exhaustion of the process set forth hereunder for any reason, a dispute progresses to litigation, the Parties agree that the case shall be commenced or prosecuted in the state and federal courts located in Mobile County, Alabama , and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.

14.1 This App may integrate with third-party services or platforms. Use of such services is subject to the terms and conditions of those providers.

14.2 External users must adhere to these Terms and any additional agreements governing their relationship with Licensor. Where a conflict may arise between the Terms and any such additional agreements, with respect to the usage of the App and its services, the Terms set forth herein shall govern.

15.1 For questions or concerns regarding these Terms, please contact Volkert’s Legal Department at:

• Email legal@volkert.com
• Phone (251) 342-1070 x1157

16.1 End User hereby consents to receiving electronic communications in relation to the App and this Agreement and agrees that all notices, disclosures, and other communications provided electronically by Licensor will be considered sufficient to satisfy any legal requirements with respect to providing the same in writing. End User agrees to the use of electronic signatures and to use of electronic means of delivery of all notices, policies, and transactional records completed on relation to the App, the Terms, and any agreements associated with them and hereby waives any rights or requirements under any laws, regulations, statutes, rules, ordinances or similar in any jurisdiction which may require an original signature or delivery or retention of non-electronic notice or records.

17.1 Entire Agreement. The Terms set forth herein, in conjunction with any policies or additional operating rules posted by Volkert with respect to the App and its Services, constitute the entire agreement between the End User and Licensor with respect to the App and its Services.

17.2 Non-Waiver. Any failure of Licensor to enforce or exercise any right or provision set forth hereunder shall not be deemed to effect a waiver of that right or provision in any manner with respect to the relationship created hereunder.

17.3 Severability. If any provision of the Terms is found to be unlawful, unenforceable, or void, that provision shall be deemed severed from the remainder of the Terms and such severance will in no way impact the enforceability or validity of the remaining provisions herein.

17.4 Assignment. Licensor is free, at any time, to assign its rights or obligations with respect to the App and its Services and the relationship created between End User and Licensor by agreement to the Terms.

17.5 Construction. End User agrees that the Terms herein shall not be construed against Licensor by virtue of Licensor’s drafting of such Terms.

By downloading or using the App, EndUser acknowledges that it has read, understands, and is freely agreeing to these Terms.